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Forward-Looking Statements
This section and other parts of this Quarterly Report on Form 10-Q contain forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995, that involve risks and uncertainties. Forward-looking statements provide current expectations of future events based on certain assumptions and include any statement that does not directly relate to any historical or current fact. Forward-looking statements can also be identified by words such as "future," "anticipates," "believes," "estimates," "expects," "intends," "plans," "predicts," "will," "would," "could," "can," "may," "forecast," "project," "should," or similar terms. Forward-looking statements are not guarantees of future performance and Adient's actual results may differ significantly from the results discussed in the forward-looking statements. Adient cautions that these statements are subject to numerous important risks, uncertainties, assumptions and other factors, some of which are beyond Adient’s control, that could cause Adient’s actual results to differ materially from those expressed or implied by such forward-looking statements, including, among others, risks related to: the effects of local and national economic, credit and capital market conditions (including the persistence of high interest rates, vehicle affordability and volatile currency exchange rates) on the global economy, increased competitive pressures in the EMEA and Asia regions from Chinese OEMs, uncertainties in U.S. administrative policy regarding trade agreements, tariffs and other international trade relations, automotive vehicle production levels, mix and schedules, as well as the concentration of exposure to certain automotive manufacturers particularly new entrants in the China market, shifts in market shares among vehicles, vehicle segments or away from vehicles on which Adient has significant content, changes in consumer demand, risks associated with Adient’s joint ventures, volatile energy markets, Adient’s ability and timing of customer recoveries for increased input costs, the availability of raw materials and component products (including components required by Adient’s customers for the manufacture of vehicles), risks associated with warranty and product recall and product liability exposures, geopolitical uncertainties such as the Middle East and Ukraine conflicts and the impact on the regional and global economies and additional pressure on commodities, supply chain and vehicle production, the ability of Adient to effectively launch new business at forecast and profitable levels, the ability of Adient to successfully identify suitable opportunities for organic investment and/or acquisitions and to integrate such investments and/or acquisitions, work stoppages, including due to strikes, supply chain disruptions and similar events, wage inflationary pressures due to labor shortages and new labor negotiations, the ability of Adient to execute its restructuring plans and achieve the desired benefit, the ability of Adient to meet debt service requirements and terms of future financing, the impact of global tax reform legislation, the impact of more aggressive positions taken by tax authorities, potential adjustment of the value of deferred tax assets, global climate change and related emphasis on sustainability matters by various stakeholders, and the ability of Adient to achieve its sustainability-related goals, cancellation of, or changes to, commercial arrangements, and the ability of Adient to identify, recruit and retain key leadership. Additional information regarding these and other risks related to Adient’s business that could cause actual results to differ materially from what is contained in the forward-looking statements is included in the section entitled "Risk Factors," contained in this Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2026 and the Annual Report on Form 10-K for the fiscal year ended September 30, 2025. The following discussion should be read in conjunction with the consolidated financial statements and notes thereto included within this report as well as within Part II, Item 8 of our Annual Report on Form 10-K for the fiscal year ended September 30, 2025. All information presented herein is based on Adient's fiscal calendar. Unless otherwise stated, references to particular years, quarters, months or periods refer to Adient's fiscal years ended in September and the associated quarters, months and periods of those fiscal years. The forward-looking statements included in this Form 10-Q are made only as of the date of this report, unless otherwise specified, and Adient assumes no obligation to revise or update any forward-looking statements for any reason, except as required by law.
Overview
Adient is a global leader in the automotive seating supply industry and maintains relationships with the largest global automotive original equipment manufacturers, or OEMs. Adient's proprietary technologies extend into virtually every area of automotive seating solutions, including complete seating systems, frames, mechanisms, foam, head restraints, armrests and trim covers. Adient is an independent seat supplier with global scale and the capability to design, develop, engineer, manufacture and deliver complete seat systems and components in every major automotive producing region in the world.
Adient designs, manufactures and markets a full range of seating systems and components for passenger cars, commercial vehicles and light trucks, including vans, pick-up trucks and sport/crossover utility vehicles. Adient operates approximately 200 wholly- and majority-owned manufacturing, assembly or sequencing facilities, with operations in 29 countries. Additionally, Adient has partially-owned affiliates in China, Asia and Europe. Through its global footprint and vertical integration, Adient leverages its capabilities to drive growth in the automotive seating industry.
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Adient manages its business on a geographic basis and operates in the following three reportable segments for financial reporting purposes: 1) Americas, which is inclusive of North America and South America; 2) Europe, the Middle East, and Africa ("EMEA") and 3) Asia Pacific/China ("Asia").
Adient evaluates the performance of its reportable segments using an adjusted EBITDA metric defined as income (loss) before income taxes and noncontrolling interests, excluding net financing charges, restructuring and impairment costs, restructuring-related costs, net mark-to-market adjustments on pension plans, transaction gains/losses, purchase accounting amortization, depreciation, stock-based compensation and other non-recurring items ("Adjusted EBITDA"). Also, certain corporate-related costs are not allocated to the segments. The reportable segments are consistent with how management views the markets served by Adient and reflect the financial information that is reviewed by its chief operating decision maker. Refer to Note 15, "Segment Information," of the notes to the consolidated financial statements for additional information on Adient's reportable segments.
Factors Affecting Adient’s Operating Environment
The results presented below are not necessarily indicative of full-year results as Adient, along with the automotive industry, continues to face a dynamic environment surrounding future production volume. This dynamic environment is the result of a combination of factors experienced over the recent past including the impact of higher energy, freight and other costs resulting from the conflicts in the Middle East and other parts of the world, softening consumer demand due in part to vehicle affordability, the direct and indirect impacts resulting from the imposition of U.S. and foreign tariffs, market share loss for foreign/luxury OEMs in the Asia reporting unit combined with modest expected margin declines as Adient continues to win new business with local OEMs in China, intensifying competition from Chinese imports and lower exports to China from EMEA as domestic brands expand in China, overcapacity in the EMEA reporting unit resulting in pricing pressure, continued disruptions caused by slower EV adoption rates, and interruptions from other suppliers due to production downtime and shortages of critical components or raw materials. Adient has also been experiencing increased levels of discussions with taxing authorities and more aggressive negotiations by the tax authorities as part of tax audits and related inquiries, resulting in higher levels of uncertainty on tax assessment outcomes. These factors may continue to negatively impact Adient’s results in the foreseeable future. Adient has also been monitoring developments associated with the Supreme Court decision related to tariffs issued under IEEPA. During the third quarter of fiscal 2026, Adient recorded receivables of approximately $52 million related to refunds that it believes are probable of collection from the U.S. government stemming from the Supreme Court decision to nullify tariffs issued under IEEPA. The receivable is recorded in the Americas within other current assets and the corresponding benefit has been reflected as a reduction on cost of sales. A large portion of the refunds is expected to be passed on to Adient's customers to the extent Adient had previously collected such tariff reimbursements under separate agreements with its customers. Amounts expected to be repaid to customers have been reflected as reductions in net sales and accounts receivable. The net benefit associated with these IEEPA refunds is immaterial. Refer to the consolidated results of operations and segment analysis discussion below for additional information on the impacts of these items on Adient's results.
Global Automotive Industry
Adient conducts its business globally in the automotive industry, which is highly competitive and sensitive to economic, political and social factors in the various regions. During the three and nine months ended June 30, 2026, global light vehicle production increased 1.3% and 0.9%, respectively, primarily driven by higher production volumes in Asia, outside of China.
Light vehicle production levels by geographic region are provided below:
Light Vehicle Production
Three Months Ended June 30, Nine Months Ended June 30,
(units in millions) 2026 Change 2025 2026 Change 2025
Global 22.9 1.3 % 22.6 69.1 0.9 % 68.5
North America 4.0 — % 4.0 11.2 (1.8) % 11.4
South America 0.8 14.3 % 0.7 2.3 4.5 % 2.2
EMEA 4.6 (2.1) % 4.7 13.9 0.7 % 13.8
China 7.5 (1.3) % 7.6 23.8 (0.8) % 24.0
Asia, excluding China, and Other 6.0 7.1 % 5.6 17.9 4.7 % 17.1
Source: Mobility Global, July 2026
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Financial Results Summary
Significant aspects of Adient's financial results for the third quarter of fiscal 2026 include the following:
•Adient recorded net sales of $3,929 million for the third quarter of fiscal 2026, representing an increase of $188 million, or 5%, when compared to the third quarter of fiscal 2025. The increase in net sales is primarily attributable to higher overall production volumes largely in Americas and Asia and the favorable impact of foreign currencies.
•Gross profit was $235 million, or 6.0% of net sales, for the third quarter of fiscal 2026 compared to $237 million, or 6.3% of net sales for the third quarter of fiscal 2025. Gross profit was impacted by the unfavorable impact of foreign currencies and unfavorable volume/mix, partially offset by favorable net operating performance including favorable material costs and the impact of recognizing IEEPA tariff refunds.
•Equity income was $20 million for the third quarter of fiscal 2026, compared to $17 million for the third quarter of fiscal 2025. The increase was due primarily to prior year restructuring charges recorded by certain of Adient's non-consolidated affiliates, partially offset by unfavorable operating performance at certain partially-owned affiliates in Asia.
•Net income attributable to Adient was $25 million for the third quarter of fiscal 2026, compared to net income attributable to Adient of $36 million for the third quarter of fiscal 2025. The lower net income in the third quarter of fiscal 2026 is primarily attributable to higher income tax expense, higher SG&A expenses, unfavorable production volume/mix and the unfavorable impact of foreign currencies, partially offset by favorable net operating performance including favorable material costs and the impact of recognizing IEEPA tariff refunds and a decrease in income attributable to noncontrolling interest and an increase in equity income.
Consolidated Results of Operations
Three Months Ended June 30, Nine Months Ended June 30,
(in millions) 2026 Change 2025 2026 Change 2025
Net sales $ 3,929 5% $ 3,741 $ 11,438 5% $ 10,847
Cost of sales 3,694 5% 3,504 10,729 6% 10,133
Gross profit 235 (1)% 237 709 (1)% 714
Selling, general and administrative expenses 136 5% 129 404 2% 398
Restructuring and impairment costs 5 (29)% 7 34 (91)% 381
Equity income 20 18% 17 60 —% 60
Earnings (loss) before interest and income taxes 114 (3)% 118 331 >100% (5)
Net financing charges 48 (6)% 51 144 —% 144
Other pension expense 1 —% 1 5 67% 3
Income (loss) before income taxes 65 (2)% 66 182 >100% (152)
Income tax provision 23 >100% 7 97 26% 77
Net income (loss) 42 (29)% 59 85 >100% (229)
Income attributable to noncontrolling interests 17 (26)% 23 55 (21)% 70
Net income (loss) attributable to Adient $ 25 (31)% $ 36 $ 30 >100% $ (299)
Net Sales
Three Months Ended June 30, Nine Months Ended June 30,
(in millions) 2026 Change 2025 2026 Change 2025
Net sales $ 3,929 5% $ 3,741 $ 11,438 5% $ 10,847
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Net sales increased by $188 million, or 5%, in the third quarter of fiscal 2026 as compared to the third quarter of fiscal 2025 due to higher production volumes in Americas and Asia, partially offset by lower production volumes in EMEA as a result of softening customer demand ($147 million) and the favorable impact of foreign currencies ($41 million). The net favorable impact of commercial pricing adjustments during the third quarter of fiscal 2026 was completely offset by the reduction in net sales resulting from amounts expected to be passed on to Adient's customers related to IEEPA tariff refunds.
Net sales increased by $591 million, or 5%, during the first nine months of fiscal 2026 as compared to the first nine months of fiscal 2025 due to the favorable impact of foreign currencies ($296 million), higher production volumes in Americas and Asia, net of lower production volumes in EMEA as a result of softening customer demand ($273 million) and the net favorable impact of commercial pricing adjustments, partially offset by the reduction in net sales resulting from amounts expected to be passed on to Adient's customers related to IEEPA tariff refunds. ($22 million).
Cost of Sales / Gross Profit
Three Months Ended June 30, Nine Months Ended June 30,
(in millions) 2026 Change 2025 2026 Change 2025
Cost of sales $ 3,694 5% $ 3,504 $ 10,729 6% $ 10,133
Gross profit $ 235 (1)% $ 237 $ 709 (1)% $ 714
% of sales 6.0% 6.3% 6.2 % 6.6 %
Cost of sales increased by $190 million, or 5%, and gross profit decreased by $2 million, or 1%, in the third quarter of fiscal 2026 as compared to the third quarter of fiscal 2025. The year-over-year increase in cost of sales was primarily due to the impact of higher production volumes in Americas and Asia, partially offset by lower production volumes in EMEA as a result of softening customer demand ($149 million) and the unfavorable impact of foreign currencies ($44 million), partially offset by favorable net operating performance mainly driven by the impact of recognizing IEEPA tariff refunds, net of higher freight and launch costs, as well as unfavorable material costs largely driven by the impact of the Middle East conflict ($3 million). Gross profit for the three months ended June 30, 2026 was impacted by the unfavorable impact of foreign currencies and unfavorable volume/mix, partially offset by favorable net operating performance including favorable material costs and the impact of recognizing IEEPA tariff refunds.
Cost of sales increased by $596 million, or 6%, and gross profit decreased by $5 million, or 1%, during the first nine months of fiscal 2026 as compared to the first nine months of fiscal 2025. The year-over-year increase in cost of sales was primarily due to the impact of higher production volumes in Americas and Asia, partially offset by lower production volumes in EMEA as a result of softening customer demand ($304 million), the unfavorable impact of foreign currencies ($272 million) and unfavorable net operating performance including increased program launch costs, inefficiencies related to certain customer disruptions, net of the impact of recognizing IEEPA tariff refunds and favorable material costs despite the impact of the Middle East conflict ($20 million). Gross profit for the nine months ended June 30, 2026 was impacted by unfavorable volume/mix, partially offset by the favorable impact of foreign currencies and favorable net operating performance including favorable material costs and the impact of recognizing IEEPA tariff refunds.
Refer to the segment analysis below for a discussion of segment profitability.
Selling, General and Administrative (SG&A) Expenses
Three Months Ended June 30, Nine Months Ended June 30,
(in millions) 2026 Change 2025 2026 Change 2025
Selling, general and administrative expenses $ 136 5% $ 129 $ 404 2% $ 398
% of sales 3.5% 3.4% 3.5% 3.7%
SG&A increased by $7 million, or 5%, in the third quarter of fiscal 2026 as compared to the third quarter of fiscal 2025 due to lower amounts of gains on sales of facilities in the current year ($4 million), the unfavorable impact of foreign currencies ($3 million) and higher compensation expense ($2 million), partially offset by lower net engineering and other administrative spending ($2 million).
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SG&A increased by $6 million during the first nine months of fiscal 2026 as compared to the first nine months of fiscal 2025 due to higher compensation expense including equity and performance-based incentive compensation costs ($19 million), the unfavorable impact of foreign currencies ($14 million) and lower amounts of gains on sales of facilities in the current year ($9 million), partially offset by lower net engineering and other administrative spending ($28 million) and third-party consulting costs associated with strategic planning in the previous year ($8 million).
Restructuring and Impairment Costs
Three Months Ended June 30, Nine Months Ended June 30,
(in millions) 2026 Change 2025 2026 Change 2025
Restructuring and impairment costs $ 5 (29)% $ 7 $ 34 (91)% $ 381
Restructuring and impairment costs was $5 million for the third quarter of fiscal 2026, compared to $7 million the third quarter of fiscal 2025 and were lower by $347 million during the first nine months of fiscal 2026 due to a prior-year $333 million impairment charge relating to EMEA's goodwill and a prior-year $10 million impairment loss recorded on the Adient Aerospace investment. Refer to Note 13, "Restructuring and Impairment Costs" of the notes to the consolidated financial statements for information related to Adient's restructuring plans.
Equity Income
Three Months Ended June 30, Nine Months Ended June 30,
(in millions) 2026 Change 2025 2026 Change 2025
Equity income $ 20 18% $ 17 $ 60 —% $ 60
Equity income was $20 million for the third quarter of fiscal 2026, compared to $17 million in the third quarter of fiscal 2025. The increase is primarily attributable to higher levels of prior-year restructuring charges related to certain of Adient's investment in non-consolidated affiliates ($6 million) and the favorable impact of foreign currencies ($1 million), partially offset by unfavorable production volumes at partially-owned affiliates ($4 million).
Equity income of $60 million during the first nine months of fiscal 2026 was comparable to the first nine months of fiscal 2025. The results include restructuring charges related to certain of Adient's investment in non-consolidated affiliates in the prior year ($6 million), favorable operating performance at partially-owned affiliates ($2 million) and the favorable impact of foreign currencies ($1 million), offset by a one-time gain on the sale of Setex during the first quarter of fiscal 2025 ($4 million), unfavorable production volumes at partially-owned affiliates ($3 million) and restructuring-related charges related to certain of Adient's investment in non-consolidated affiliates ($2 million).
Net Financing Charges
Three Months Ended June 30, Nine Months Ended June 30,
(in millions) 2026 Change 2025 2026 Change 2025
Net financing charges $ 48 (6)% $ 51 $ 144 —% $ 144
Net financing charges for the third quarter of fiscal 2026 were lower by $3 million compared to the third quarter of fiscal 2025 as a result of lower average interest rates. Net financing charges for the first nine months of fiscal 2026 were comparable to the first nine months of fiscal 2025. Refer to Note 8, "Debt and Financing Arrangements," of the notes to the consolidated financial statements for further information related to Adient's debt transactions and components of net financing charges.
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Other Pension Expense
Three Months Ended June 30, Nine Months Ended June 30,
(in millions) 2026 Change 2025 2026 Change 2025
Other pension expense $ 1 —% $ 1 $ 5 67% $ 3
Other pension expense for the third quarter of fiscal 2026 was comparable to the third quarter of fiscal 2025 and higher by $2 million during the first nine months of fiscal 2026 as compared to the first nine months of fiscal 2025 due to a curtailment loss of $2 million recorded in the Asia segment. Refer to Note 12, "Retirement Plans," of the notes to the consolidated financial statements for information related to the non-service components of Adient's net periodic pension costs.
Income Tax Provision
Three Months Ended June 30, Nine Months Ended June 30,
(in millions) 2026 Change 2025 2026 Change 2025
Income tax provision $ 23 >100% $ 7 $ 97 26% $ 77
The third quarter fiscal 2026 income tax expense of $23 million was higher than the Irish statutory rate of 12.5% primarily due to the inability to record a tax benefit for losses in jurisdictions with valuation allowances, partially offset by tax benefits related to a transfer of intellectual property rights between subsidiaries in different tax jurisdictions. The third quarter fiscal 2025 income tax expense of $7 million was lower than the Irish statutory rate of 12.5% primarily due to $16 million of tax benefits related to audit closures and $7 million of tax benefit related to foreign exchange remeasurements of tax balances primarily in Mexico, partially offset by the inability to record a tax benefit for losses in jurisdictions with valuation allowances.
The first nine months of fiscal 2026 income tax expense of $97 million was higher than the Irish statutory rate of 12.5% primarily due to the inability to record a tax benefit for losses in jurisdictions with valuation allowances and the establishment of uncertain tax positions as a result of initiating a foreign tax audit settlement, partially offset by tax benefits related to audit closures, statute expirations, and a transfer of intellectual property rights between subsidiaries in different tax jurisdictions. The first nine months of fiscal 2025 income tax expense of $77 million was higher than the Irish statutory rate of 12.5% primarily due to the inability to record a tax benefit for losses in jurisdictions with valuation allowances, $19 million of tax expense related to adjustments to net operating loss deferred tax assets, $9 million of tax expense related to the establishment of an uncertain tax position, and the impact of the impairment of the non-tax-deductible portion of the EMEA goodwill balance for which there is no corresponding income tax benefit, partially offset by $23 million of tax benefits from audit closures and statute expirations.
Income Attributable to Noncontrolling Interests
Three Months Ended June 30, Nine Months Ended June 30,
(in millions) 2026 Change 2025 2026 Change 2025
Income attributable to noncontrolling interests $ 17 (26)% $ 23 $ 55 (21)% $ 70
The decrease in income attributable to noncontrolling interests in the third quarter of fiscal 2026 as compared to the third quarter of fiscal 2025 is primarily attributable to lower production volumes and unfavorable operating performance at certain consolidated joint ventures in Asia.
The decrease in income attributable to noncontrolling interests during the first nine months of fiscal 2026 as compared to the first nine months of fiscal 2025 is primarily attributable to lower production volumes and unfavorable operating performance at certain consolidated joint ventures in Asia.
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Net Income (Loss) Attributable to Adient
Three Months Ended June 30, Nine Months Ended June 30,
(in millions) 2026 Change 2025 2026 Change 2025
Net income (loss) attributable to Adient $ 25 (31)% $ 36 $ 30 >100% $ (299)
Net income attributable to Adient was $25 million for the third quarter of fiscal 2026, compared to net income attributable to Adient of $36 million for the third quarter of fiscal 2025. The lower net income in the third quarter of fiscal 2026 is primarily attributable to higher income tax expense, higher SG&A expenses, unfavorable production volume/mix and the unfavorable impact of foreign currencies, partially offset by favorable net operating performance including favorable material costs and the impact of recognizing IEEPA tariff refunds and a decrease in income attributable to noncontrolling interest and an increase in equity income.
Net income attributable to Adient was $30 million during the first nine months of fiscal 2026, compared to net loss attributable to Adient of $299 million during the first nine months of fiscal 2025. The higher net income during the first nine months of fiscal 2026 is primarily attributable to a $333 million non-cash goodwill impairment charge relating to the EMEA reporting unit in the previous year, the favorable impact of foreign currencies, a decrease in income attributable to noncontrolling interest and favorable net operating performance including favorable material costs and the impact of recognizing IEEPA tariff refunds, partially offset by unfavorable production volume/mix.
Comprehensive Income (Loss) Attributable to Adient
Three Months Ended June 30, Nine Months Ended June 30,
(in millions) 2026 Change 2025 2026 Change 2025
Comprehensive income (loss) attributable to Adient $ 38 (78)% $ 176 $ 1 >100% $ (278)
Comprehensive income attributable to Adient was $38 million for the third quarter of fiscal 2026 compared to $176 million of comprehensive income for the third quarter of fiscal 2025. The lower comprehensive income attributable to Adient is due primarily to the unfavorable impact of foreign currency translation adjustments ($126 million), a lower net income in the third quarter of fiscal 2026 compared to the third quarter of fiscal 2025 ($17 million) and lower realized and unrealized gains on derivatives in the third quarter of fiscal 2026 compared to the third quarter of fiscal 2025 ($11 million), partially offset by lower comprehensive income attributable to noncontrolling interests ($16 million).
Comprehensive income attributable to Adient was $1 million for the first nine months of fiscal 2026 compared to $278 million of comprehensive loss for the first nine months of fiscal 2025. The higher comprehensive income attributable to Adient is due primarily to net income in the first nine months of fiscal 2026 compared to a net loss in the first nine months of fiscal 2025 ($314 million) and lower comprehensive income attributable to noncontrolling interests ($8 million), partially offset by realized and unrealized losses on derivatives in the third quarter of fiscal 2026 compared to realized and realized gains on derivatives in the third quarter of fiscal 2025 ($36 million) and the unfavorable impact of foreign currency translation adjustments ($7 million).
Segment Analysis
Adient manages its business on a geographic basis and operates in the following three reportable segments for financial reporting purposes: 1) Americas, which is inclusive of North America and South America; 2) Europe, the Middle East, and Africa ("EMEA") and 3) Asia Pacific/China ("Asia").
Adient evaluates the performance of its reportable segments using an adjusted EBITDA metric defined as income before income taxes and noncontrolling interests, excluding net financing charges, restructuring and impairment costs, restructuring related-costs, net mark-to-market adjustments on pension plans, transaction gains/losses, purchase accounting amortization, depreciation, stock-based compensation and other non-recurring items. Also, certain corporate-related costs are not allocated to the segments. The reportable segments are consistent with how management views the markets served by Adient and reflect the financial information that is reviewed by its chief operating decision maker.
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The results presented below are not necessarily indicative of full-year results as Adient, along with the automotive industry, continues to face a dynamic environment surrounding future production volume. This dynamic environment is the result of a combination of factors experienced over the recent past including the impact of higher energy, freight and other costs resulting from the conflicts in the Middle East and other parts of the world, softening consumer demand due in part to vehicle affordability, the direct and indirect impacts resulting from the imposition of U.S. and foreign tariffs, market share loss for foreign/luxury OEMs in the Asia reporting unit combined with modest expected margin declines as Adient continues to win new business with local OEMs in China, intensifying competition from Chinese imports and lower exports to China from EMEA as domestic brands expand in China, overcapacity in the EMEA reporting unit resulting in pricing pressure along with continued disruptions caused by slower electric vehicle adoption rates, and interruptions from other suppliers due to production downtime and shortages of critical components or raw materials. Adient has also been experiencing increased levels of discussions with taxing authorities and more aggressive negotiations by the tax authorities as part of tax audits and related inquiries, resulting in higher levels of uncertainty on tax assessment outcomes. These factors may continue to negatively impact Adient’s results in the foreseeable future. Adient has also been monitoring developments associated with the Supreme Court decision related to tariffs issued under IEEPA. During the third quarter of fiscal 2026, Adient recorded receivables of approximately $52 million related to refunds that it believes are probable of collection from the U.S. government stemming from the Supreme Court decision to nullify tariffs issued under IEEPA. The receivable is recorded in the Americas within other current assets and the corresponding benefit has been reflected as a reduction on cost of sales. A large portion of the refunds is expected to be passed on to Adient's customers to the extent Adient had previously collected such tariff reimbursements under separate agreements with its customers. Amounts expected to be repaid to customers have been reflected as reductions in net sales and accounts receivable. The net benefit associated with these IEEPA refunds is immaterial. Refer to the Factors Affecting Adient’s Operating Environment section in this Form 10-Q and within our Annual Report on Form 10-K for the fiscal year ended September 30, 2025, for additional information on factors that have impacted Adient.
Financial information relating to Adient's reportable segments is as follows:
(in millions) Americas EMEA Asia Corporate/Eliminations Consolidated
Three months ended June 30, 2026
Net sales $ 1,928 $ 1,211 $ 810 $ (20) $ 3,929
Adjusted EBITDA $ 125 $ 14 $ 107 $ (21) $ 225
Nine months ended June 30, 2026
Net sales $ 5,454 $ 3,688 $ 2,363 $ (67) $ 11,438
Adjusted EBITDA $ 314 $ 93 $ 314 $ (66) $ 655
Three months ended June 30, 2025
Net sales $ 1,760 $ 1,268 $ 721 $ (8) $ 3,741
Adjusted EBITDA $ 112 $ 21 $ 113 $ (20) $ 226
Nine months ended June 30, 2025
Net sales $ 5,070 $ 3,628 $ 2,200 $ (51) $ 10,847
Adjusted EBITDA $ 291 $ 93 $ 334 $ (63) $ 655
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The following is a reconciliation of Adient's reportable segments' adjusted EBITDA to income (loss) before income taxes:
Three Months Ended June 30, Nine Months Ended June 30,
(in millions) 2026 2025 2026 2025
Adjusted EBITDA
Americas $ 125 $ 112 $ 314 $ 291
EMEA 14 21 93 93
Asia 107 113 314 334
Subtotal 246 246 721 718
Corporate-related costs (1) (21) (20) (66) (63)
Restructuring and impairment costs (2) (5) (7) (34) (381)
Purchase accounting amortization (3) (12) (12) (35) (35)
Restructuring related charges (4) (8) (7) (21) (13)
Gain on disposal transactions (5) — — — 4
Depreciation (74) (71) (211) (207)
Equity based compensation (9) (10) (26) (20)
Other items (6) (3) (1) 3 (8)
Earnings (loss) before interest and income taxes 114 118 331 (5)
Net financing charges (48) (51) (144) (144)
Other pension expense (1) (1) (5) (3)
Income (loss) before income taxes $ 65 $ 66 $ 182 $ (152)
Notes:
(1) Corporate-related costs not allocated to the segments include executive office, communications, corporate development, legal and corporate finance.
(2) Reflects restructuring charges for costs that are probable and reasonably estimable and non-recurring asset impairments. The three and nine months ended June 30, 2026 reflects restructuring charges of $5 million and $34 million, respectively. The three months ended June 30, 2025 reflects restructuring charges of $7 million. The nine months ended June 30, 2025 reflects restructuring charges of $38 million, a non-recurring, non-cash goodwill impairment charge of $333 million in the EMEA reporting unit and an impairment charge of $10 million related to Adient’s investment in Adient Aerospace. Refer to Note 13, "Restructuring and Impairment Costs" of the notes to the consolidated financial statements for additional information.
(3) Reflects amortization of intangible assets including those related to partially-owned affiliates recorded within equity income.
(4) Reflects restructuring-related charges for costs that are recorded as incurred or as earned and other non-recurring impacts that are directly attributable to restructuring activities. The three months ended June 30, 2026 includes $8 million of restructuring-related charges primarily recorded in cost of sales. The nine months ended June 30, 2026 includes $16 million of restructuring-related charges primarily recorded in cost of sales, $2 million recorded in SG&A and $3 million of restructuring charges at partially-owned affiliates recorded within equity income. The three months ended June 30, 2025 includes $7 million in restructuring-related charges primarily recorded in cost of sales and $6 million of restructuring charges at partially-owned affiliates recorded within equity income, partially offset by a $6 million gain on sale of a restructured facility recorded in SG&A. The nine months ended June 30, 2025 includes $18 million in restructuring-related charges primarily recorded in cost of sales and $6 million of restructuring charges at partially-owned affiliates recorded within equity income, partially offset by $11 million gain on sales of a restructured facilities recorded in SG&A.
(5) The nine months ended June 30, 2025 includes a $4 million gain on sale of its partially-owned investment in Setex recorded within equity income. Refer to Note 3, "Acquisitions and Divestitures," of the notes to the consolidated financial statements for additional information.
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(6) The three months ended June 30, 2026 includes $3 million of transaction costs recorded in SG&A. The nine months ended June 30, 2026 includes a $5 million one-time, non-recurring reversal of contingent liabilities with a customer recorded in cost of sales and a $2 million gain on a non-recurring contract related settlement recorded in SG&A, partially offset by $4 million of transaction costs recorded in SG&A. The three months ended June 30, 2025 includes $1 million of third-party consulting costs associated with strategic planning recorded in SG&A. The nine months ended June 30, 2025 includes $9 million of third-party consulting costs associated with strategic planning recorded in SG&A and a $1 million non-recurring loss at affiliates recorded within equity income, partially offset by a $2 million gain on a non-recurring contract related settlement recorded in SG&A.
Americas
Three Months Ended June 30, Nine Months Ended June 30,
(in millions) 2026 Change 2025 2026 Change 2025
Net sales $ 1,928 10% $ 1,760 $ 5,454 8% $ 5,070
Adjusted EBITDA $ 125 12% $ 112 $ 314 8% $ 291
Net sales increased during the third quarter of fiscal 2026 by $168 million primarily due to higher production volumes ($162 million) and the favorable impact of foreign currencies ($7 million), partially offset by the reduction in net sales resulting from amounts expected to be passed on to Adient's customers related to IEEPA tariff refunds, which is almost completely offset by net favorable commercial pricing adjustments ($1 million).
Net sales increased during the first nine months of fiscal 2026 by $384 million primarily due to higher production volumes ($292 million), net favorable commercial pricing adjustments despite the reduction in net sales resulting from amounts expected to be passed on to Adient's customers related to IEEPA tariff refunds ($76 million) and the favorable impact of foreign currencies ($16 million).
Adjusted EBITDA increased during the third quarter of fiscal 2026 by $13 million due to favorable production volumes/mix ($21 million) and favorable net operating performance reflecting favorable customer pricing and the impact of recognizing IEEPA tariff refunds, net of unfavorable material costs largely driven by the impact of the Middle East conflict and higher overhead and program launch costs driven by inefficiencies related to certain customer disruptions ($2 million), partially offset by higher SG&A and engineering expenses ($9 million) and the unfavorable impact of foreign currencies ($1 million).
Adjusted EBITDA increased during the first nine months of fiscal 2026 by $23 million due to favorable net operating performance reflecting favorable customer pricing and the impact of recognizing IEEPA tariff refunds, net of unfavorable material costs largely driven by the impact of the Middle East conflict and higher overhead and program launch costs driven by inefficiencies related to certain customer disruptions ($10 million), favorable production volumes/mix ($7 million), the favorable impact of foreign currencies ($5 million) and lower SG&A and engineering expenses ($2 million), partially offset by lower equity income ($1 million).
EMEA
Three Months Ended June 30, Nine Months Ended June 30,
(in millions) 2026 Change 2025 2026 Change 2025
Net sales $ 1,211 (4)% $ 1,268 $ 3,688 2% $ 3,628
Adjusted EBITDA $ 14 (33)% $ 21 $ 93 —% $ 93
Net sales decreased during the third quarter of fiscal 2026 by $57 million primarily as a result of lower production volumes as a result of softening customer demand ($82 million) and the unfavorable impact of net commercial pricing adjustments ($8 million), partially offset by the favorable impact of foreign currencies ($33 million).
Net sales increased during the first nine months of fiscal 2026 by $60 million primarily as a result of the favorable impact of foreign currencies ($261 million), partially offset by lower production volumes as a result of softening customer demand ($179 million) and the unfavorable impact of net commercial pricing adjustments ($22 million).
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Adjusted EBITDA decreased during the third quarter of fiscal 2026 by $7 million due to unfavorable production volume/mix ($16 million) and unfavorable net operating performance ($14 million). The unfavorable net operating performance includes unfavorable customer pricing and higher overhead and freight costs, partially offset by favorable material costs, despite the impact of the Middle East conflict, and lower launch costs. In addition, Adjusted EBITDA was favorably impacted by lower SG&A and engineering expenses ($22 million) and the favorable impact of foreign currencies ($1 million).
Adjusted EBITDA for the first nine months of fiscal 2026 was comparable to the first nine months of fiscal 2025 due to unfavorable production volume/mix ($24 million) and unfavorable net operating performance ($3 million), completely offset by lower SG&A and engineering expenses ($21 million), the favorable impact of foreign currencies ($5 million) and higher equity income ($1 million). The unfavorable net operating performance includes unfavorable customer pricing and higher freight costs, net of favorable material costs despite the impact of the Middle East conflict.
Asia
Three Months Ended June 30, Nine Months Ended June 30,
(in millions) 2026 Change 2025 2026 Change 2025
Net sales $ 810 12% $ 721 $ 2,363 7% $ 2,200
Adjusted EBITDA $ 107 (5)% $ 113 $ 314 (6)% $ 334
Net sales increased during the third quarter of fiscal 2026 by $89 million due to higher production volumes despite the unfavorable impact from the Middle East conflict ($79 million), the favorable impact of net commercial pricing adjustments ($9 million) and the favorable impact of foreign currencies ($1 million).
Net sales increased during the first nine months of fiscal 2026 by $163 million due to higher production volumes despite the unfavorable impact from the Middle East conflict ($171 million) and the favorable impact of foreign currencies ($23 million), partially offset by the unfavorable impact of net commercial pricing adjustments ($31 million).
Adjusted EBITDA decreased during the third quarter of fiscal 2026 by $6 million due to unfavorable production mix ($7 million), lower equity income ($4 million) and higher SG&A and engineering expenses ($3 million), partially offset by favorable net operating performance reflecting favorable customer pricing and material costs, despite the unfavorable impact of the Middle East conflict, net of higher overhead and product launch costs ($8 million).
Adjusted EBITDA decreased during the first nine months of fiscal 2026 by $20 million due to unfavorable net operating performance reflecting unfavorable customer pricing and higher overhead and product launch costs, net of favorable material costs despite the unfavorable impact of the Middle East conflict ($17 million), unfavorable production mix ($14 million) and lower equity income ($2 million), partially offset by the favorable impact of foreign currencies ($7 million) and lower SG&A and engineering expenses ($6 million).
Liquidity and Capital Resources
Adient's primary liquidity needs are to fund general business requirements, including working capital, capital expenditures, restructuring costs, debt service requirements and discretionary spending to repurchase Adient's shares. Adient's principal sources of liquidity are cash flows from operating activities, the revolving credit facility and other debt issuances, and existing cash balances. Adient actively manages its working capital and associated cash requirements and continually seeks more effective uses of cash. Working capital is highly influenced by the timing of cash flows associated with sales and purchases, and therefore can be difficult to manage at times. See below for discussion of Adient's financing arrangements. Adient believes that its current financial resources will be sufficient to fund its liquidity requirements for at least the next twelve months. Fiscal 2026 cash flows are expected to be lower than fiscal 2025 cash flows due primarily to reduced profitability resulting from higher capital spending to fund growth initiatives, non-recurring tax settlements and an acceleration in the timing of commercial settlements in fiscal 2025. Adient anticipates settling approximately $45 million of certain commercial transactions in the fourth quarter of fiscal 2026 which were originally anticipated to be settled in the third quarter of fiscal 2026.
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Indebtedness
As of September 30, 2025, Adient US LLC ("Adient US"), a wholly owned subsidiary of Adient, together with certain of Adient's other subsidiaries, maintained an asset-based revolving credit facility (the "ABL Credit Facility"), which provided for a revolving line of credit up to $1,250 million, including a North American subfacility of up to $950 million and a European subfacility of up to $300 million, subject to borrowing base capacity and certain other restrictions, including a minimum fixed charge coverage ratio. During the first quarter of fiscal 2026, Adient amended the ABL Credit Facility, reducing the maximum facility from $1,250 million to $1,000 million (consisting of a North American subfacility of up to $895 million and a European subfacility of up to $105 million). Under the amended agreement, Adient will pay a commitment fee of 0.20% - 0.25% (previously 0.25% to 0.375%) on the unused portion of the commitments under the asset-based revolving credit facility based on average global availability. Adient incurred $6 million of costs associated with this amendment, which was recorded as deferred financing costs. The amended ABL Credit Facility is set to mature in October 2030 (previously November 2027), subject to certain springing maturity provisions. Letters of credit are limited to the lesser of (x) $150 million and (y) the aggregate unused amount of commitments under the amended ABL Credit Facility then in effect. Subject to certain conditions, the amended ABL Credit Facility may be expanded by up to $500 million in additional commitments. Loans under the amended ABL Credit Facility may be denominated, at the option of Adient, in U.S. Dollars, Euros, Pounds Sterling or Swedish Krona. It also provides flexibility for future amendments to the amended ABL Credit Facility to incorporate certain sustainability-based pricing provisions. The amended ABL Credit Facility is secured on a first-priority lien on all accounts receivable, inventory and bank accounts (and funds on deposit therein) and a second-priority lien on all of the tangible and intangible assets of certain Adient subsidiaries. Interest is payable on the amended ABL Credit Facility at a fluctuating rate of interest determined by reference to Term SOFR, in the case of amounts outstanding in Dollars, EURIBOR, in the case of amounts outstanding in Euros, STIBOR, in the case of amounts outstanding in Swedish Krona and SONIA, in the case of amounts outstanding in Pounds Sterling, in each case, plus an applicable margin of 1.25% - 1.75% (previously 1.50% to 2.00%). During the second quarter of fiscal 2026, Adient drew down and fully repaid an aggregate of $150 million on the amended ABL Credit Facility. No amounts were outstanding as of June 30, 2026 under this facility, and total availability on that date was $834 million (net of $8 million of letters of credit).
In addition, Adient Global Holdings S.à r.l., a wholly-owned subsidiary of Adient, maintains a senior secured term loan facility (the "Term Loan B Agreement"), that had an outstanding balance of $621 million and $626 million as of June 30, 2026 and September 30, 2025, respectively. During the first quarter of fiscal 2025, the Term Loan B Agreement was amended to reduce the applicable margin from 2.75% to 2.25%. Adient incurred $1 million of costs associated with the modification, which was recorded as deferred financing costs. The maturity date was also extended from April 2028 to January 2031. The amended Term Loan B Agreement amortizes in equal quarterly installments at a rate of 1.00% per annum of the original principal amount thereof, with the remaining balance due at final maturity. The amended Term Loan B Agreement permits Adient to incur incremental term loans in an aggregate amount not to exceed the greater of $750 million and an unlimited amount subject to a pro forma first lien secured net leverage ratio of not greater than 1.75 to 1.00 and certain other conditions. Interest on the amended Term Loan B Agreement accrues at Term SOFR plus an applicable margin. During the second quarter of fiscal 2026, Adient further amended the Term Loan B Agreement to reduce the applicable margin from 2.25% to 2.00%. Adient incurred $1 million of costs associated with this amendment, which was recorded as deferred financing costs.
The amended ABL Credit Facility and amended Term Loan B Agreement contain covenants that are usual and customary for facilities and debt instruments of this type and that, among other things, restrict the ability of Adient and its restricted subsidiaries to: create certain liens and enter into sale and lease-back transactions; create, assume, incur or guarantee certain indebtedness; pay dividends or make other distributions on, or repurchase or redeem, Adient’s capital stock or certain other debt; make other restricted payments; and consolidate or merge with, or convey, transfer or lease all or substantially all of Adient’s and its restricted subsidiaries’ assets, to another person. These covenants are subject to a number of other limitations and exceptions set forth in the agreements. The agreements also provide for customary events of default, including, but not limited to, cross-default clauses with other debt arrangements, failure to pay principal and interest, failure to comply with covenants, agreements or conditions, and certain events of bankruptcy or insolvency involving Adient and its significant subsidiaries.
Adient Global Holdings Ltd. ("AGH"), a wholly-owned subsidiary of Adient, maintains (i) $500 million in aggregate principal amount of 7.00% senior secured notes due 2028, (ii) $500 million in aggregate principal amount of 8.250% senior unsecured notes due 2031 and (iii) $795 million in aggregate principal amount of 7.50% senior unsecured notes due 2033. Interest on notes (i) and (ii) are paid on April 15 and October 15 each year. Interest on note (iii) is paid on February 15 and August 15 each year. These notes contain covenants that are usual and customary.
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Sources of Cash Flows
Nine Months Ended June 30,
(in millions) 2026 2025
Cash provided by operating activities $ 366 $ 236
Cash used by investing activities (205) (127)
Cash used by financing activities (163) (212)
Capital expenditures (205) (166)
Operating Cash Flows: The increase in cash flows from operating activities is primarily due to favorable working capital including higher accounts payable resulting from higher levels of production activities, partially offset by a decrease in accrued liabilities resulting from the payment of indirect taxes.
Investing Cash Flows: The increase in cash used by investing activities is primarily attributable to higher capital expenditures in the current year and proceeds received from the sale of Adient's interest in Setex in the prior year.
Financing Cash Flows: The decrease in cash used by financing activities is primarily attributable to the acquisition of the noncontrolling interest in Technotrim during the prior year and a lower level of share repurchases. Refer to Note 11, "Equity and Noncontrolling Interests," of the notes to the consolidated financial statements for additional information.
Capital expenditures: Capital expenditures during the first nine months of fiscal 2026 were driven by higher levels of investments in artificial intelligence ("AI"), automation and innovation as well as expenditures related to new and replacement programs.
Working capital
(in millions) June 30, 2026 September 30, 2025
Current assets $ 4,186 $ 4,133
Current liabilities 3,816 3,687
Working capital $ 370 $ 446
Working capital decreased by $76 million primarily due to an increase in accounts payable resulting from higher levels of production activities and a decrease in cash and cash equivalents, partially offset by a decrease in accrued liabilities resulting from the payment of indirect taxes, as well as increases in other current assets and inventories.
Restructuring Costs
During the first nine months of fiscal 2026, Adient committed to restructuring actions ("2026 Plan") resulting in charges of $33 million and an additional $1 million related to prior year plans. The restructuring actions relate to cost reduction initiatives and consist primarily of workforce reductions in EMEA. The 2026 Plan is being implemented in response to manufacturing footprint and structural changes occurring in the global automotive industry and to ensure Adient maintains a competitive cost structure by reducing operating, administrative and engineering costs, and increasing efficiencies. Restructuring actions associated with the 2026 Plan will primarily occur in fiscal years 2026 and 2027, and are expected to be substantially complete by fiscal year 2027. Adient currently estimates that upon completion of the restructuring actions, the 2026 Plan will reduce annual operating costs by approximately $34 million, which is primarily the result of lower costs of sales and SG&A due to reduced employee-related costs; however, minimal impact to net earnings is expected. Restructuring costs are included in restructuring and impairment costs in the consolidated statements of income (loss).
Adient's management closely monitors its overall cost structure and continually analyzes each of its businesses for opportunities to consolidate current operations, improve operating efficiencies and locate facilities in low cost countries in close proximity to customers. This ongoing analysis includes a review of its manufacturing, engineering, purchasing and administrative functions, as well as the overall global footprint for all its businesses. Because of the importance of new vehicle sales by major automotive manufacturers to operations, Adient is affected by the general business conditions in the automotive industry. Future adverse developments in the automotive industry could impact Adient's liquidity position, lead to impairment charges and/or require additional restructuring of its operations.
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Repurchases of Equity Securities
In November 2022, Adient’s board of directors authorized the repurchase of Adient's ordinary shares up to an aggregate purchase price of $600 million with no expiration date. Under the share repurchase authorization, Adient’s ordinary shares may be purchased either through discretionary purchases on the open market, by block trades or privately negotiated transactions. The number of ordinary shares repurchased, if any, and the timing of repurchases will depend on a number of factors, including share price, trading volume and general market conditions, as well as on working capital requirements, general business conditions and other factors. From fiscal 2023 through fiscal 2025, Adient repurchased and immediately retired a total of 17,297,377 ordinary shares. The aggregate amount of cash paid to repurchase the shares was $465 million, all of which had been spent through September 30, 2025. During the third quarter of fiscal 2026, Adient repurchased and immediately retired 1,333,761 of its ordinary shares at an average purchase price per share of $22.49, for an aggregate amount of cash paid of $30 million. During the first nine months of fiscal 2026, Adient repurchased and immediately retired 2,566,693 of its ordinary shares at an average purchase price per share of $21.43, for an aggregate amount of cash paid of $55 million. As of June 30, 2026, the remaining aggregate amount of authorization remaining under the share repurchase authorization was $80 million.
Off-Balance Sheet Arrangements
Adient enters into supply chain financing programs in certain domestic and foreign jurisdictions to either sell or discount accounts receivable without recourse to third-party institutions. Sales or discounts of accounts receivable are reflected as a reduction of accounts receivable on the consolidated statements of financial position and the proceeds are included in cash flows from operating activities in the consolidated statements of cash flows. As of June 30, 2026, $157 million was funded under these programs compared to $185 million as of September 30, 2025.
Adient also has a program with an external financial institution under which Adient's suppliers can sell their receivables from Adient to the financial institution at their sole discretion. Adient is not a party to the agreements between the participating suppliers and the financial institution. Adient's obligation under the program is to pay the original amounts of supplier invoices to the financial institution on the original invoice dates. No fees are paid and no assets are pledged by Adient. The payment terms for trade payables can range from 45 days to 120 days depending on types of services and goods being purchased. The payment terms for molds, dies and other tools that are acquired as part of pre-production activities are in general longer, and are normally dependent on the terms which Adient has agreed with its customers. As of June 30, 2026, Adient's liabilities related to this program were $93 million which is recorded within accounts payable ($16 million) and other current liabilities ($77 million) in Adient’s consolidated statements of financial position. As of September 30, 2025, Adient's liabilities related to this program were $105 million which is recorded within accounts payable ($16 million) and other current liabilities ($89 million) in Adient’s consolidated statements of financial position. Cash flows related to the program are all presented within operating activities in Adient's consolidated statements of cash flows.
Effects of Inflation and Changing Prices
The effects of inflation have historically not been significant to Adient's results of operations. Generally, Adient has been able to implement operating efficiencies to sufficiently offset cost increases, which over time have been moderate. The automotive industry has experienced periods of significant volatility in commodity and other input costs, including steel, petrochemical, freight, energy and labor costs. This price volatility may continue into the future as demand increases and/or supply remains constrained. Price volatility has resulted in an overall increase of input costs for Adient that may not be, or may only be partially, offset through customer negotiations.
Critical Accounting Estimates and Policies
See "Critical Accounting Estimates and Policies" under the heading "Item 7" of Adient's Annual Report on Form 10-K for the fiscal year ended September 30, 2025, for a discussion of critical accounting estimates and policies. There have been no material changes to Adient's critical accounting estimates and policies during the three months ended June 30, 2026.
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New Accounting Pronouncements
See Note 1, "Organization and Summary of Significant Accounting Policies," of the notes to the consolidated financial statements for a discussion of new accounting pronouncements.
Other Information
Not applicable